NEXT Biometrics Group ASA – Successful Private Placement

16 Oct 2024 00:40 CEST

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INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA, SOUTH
AFRICA, HONG KONG OR JAPAN, OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION
OR RELEASE WOULD BE UNLAWFUL. THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER OF
ANY OF THE SECURITIES DESCRIBED HEREIN.

Oslo, 16 October 2024: Reference is made to the stock exchange announcement
published by NEXT Biometrics Group ASA (OSE: NEXT) ("NEXT" or the "Company") on
15 October 2024, regarding the launch of a private placement of new shares in
the Company (the "Offer Shares") to raise gross proceeds of approximately NOK 40
million (the "Private Placement").

The Company is pleased to announce that the Private Placement has been
successfully placed, and that its board of directors (the "Board") has allocated
5,500,000 Offer Shares at a subscription price of NOK 7.30 per Offer Share (the
"Subscription Price"), raising NOK 40,150,000 in gross proceeds. The
Subscription Price equals a 0% discount to the last closing market price for the
Company’s shares on the Oslo Stock Exchange (15 October 2024).

The Private Placement attracted strong interest from existing shareholders and
certain new investors. It was upsized during the pre-sounding phase of the
Private Placement, and it ended up being significantly oversubscribed during the
public phase of the Private Placement.

The net proceeds to the Company from the Private Placement will be used as
necessary working capital related to its growing pipeline of orders.

Notification of allocation is expected to be sent to the applicants by the
Manager before 09:00 CEST on 16 October 2024.

The share capital increase pertaining to the issuance of the Offer Shares was
resolved by the Company's Board at a board meeting held on 15 October 2024,
based on the authorisation granted by the Company's annual general meeting held
on 16 May 2024.

The completion of the Private Placement is subject to (i) the pre-payment
agreement referred to below remaining in full force and effect, and (ii) the
share capital increase pertaining to the issuance of the allocated Offer Shares
being validly registered with the Norwegian Register of Business Enterprises
(the "NRBE") and the allocated Offer Shares being validly issued and registered
in the Norwegian Central Securities Depository (Euronext Securities Oslo or the
"VPS").

The Offer Shares allocated in the Private Placement are expected to be settled
on a delivery versus payment (DvP) basis on or about 18 October 2024, following
the share capital increase pertaining to the Offer Shares being registered with
the NRBE, expected on or about 17 October 2024. The DvP settlement will be
facilitated by a pre-payment agreement between the Company and the Manager. The
Offer Shares cannot be traded on the Oslo Stock Exchange before the share
capital increase pertaining to the issuance of the Offer Shares has been
registered with the NRBE. The Company will announce when such registration has
taken place, and the Company expects that the Offer Shares will commence trading
on the Oslo Stock Exchange on or about 17 October 2024.

The Board has considered the Private Placement in light of the equal treatment
obligations under the Norwegian Public Limited Companies Act, the rules of equal
treatment set out in the continuing obligations for companies admitted to
trading on the Oslo Stock Exchange and the guidelines on the rules of equal
treatment, and is of the opinion that the proposed Private Placement is in
compliance with these requirements.

The Board is of the view that it is in the common interest of the Company and
its shareholders that the Company raise equity through the Private Placement.
The Board has when reaching this conclusion inter alia emphasised that the
transaction structure will allow for the Company to raise new equity in a time
and cost efficient manner, with limited execution risk. The allocated Offer
Shares constitute a small share of the current outstanding share capital with
limited dilution to the ownership of non-participating shareholders. The Offer
Price has been set on the basis of indications from wall-crossed investors and
does not represent any discount compared to the closing price quoted on the Oslo
Stock Exchange on 15 October 2024.

The Board has also considered whether it is necessary to implement a subsequent
offering in order to further justify the different treatment inherent in the
Private Placement. The Board noted in this respect that there is no discount in
the Private Placement compared to market price of the Company's shares, the
limited increase of the share capital represented by the Private Placement and
the costs and resources associated with a subsequent offering (e.g a
prospectus). On this basis, the Board has concluded not to implement a
subsequent offering.

Pareto Securities AS acted as sole manager and sole bookrunner (the "Manager")
in connection with the Private Placement. Advokatfirmaet Thommessen AS is acting
as legal counsel to the Company in connection with the Private Placement.

For further information, please contact:
Ulf Ritsvall, CEO
Email: ulf.ritsvall@nextbiometrics.com

Eirik Underthun, CFO
Email: eirik.underthun@nextbiometrics.com

This information in this stock exchange announcement is considered to be inside
information pursuant to the EU Market Abuse Regulation and is published in
accordance with section 5-12 the Norwegian Securities Trading Act.

This stock exchange announcement was published by Eirik Underthun, CFO at NEXT
Biometrics Group ASA, on 16 October 2024, at 00:40 CEST.

About NEXT Biometrics:
NEXT provides advanced fingerprint sensor technology that delivers uncompromised
security and accuracy for the best possible user experience in the payment and
fintech, government ID, access control and office and notebook markets. The
company’s patented NEXT Active Thermal ® principle allows the development of
large, high-quality fingerprint sensors with superior security level. NEXT
Biometrics Group ASA is headquartered in Oslo, with sales, support, and
development operations in Seattle, Taipei, Tokyo, New Delhi and Shanghai.

IMPORTANT NOTICE:
This announcement is not and does not form a part of any offer to sell, or a
solicitation of an offer to purchase, any securities of the Company. Copies of
this announcement are not being made and may not be distributed or sent into any
jurisdiction in which such distribution would be unlawful or would require
registration or other measures.

The securities referred to in this announcement have not been and will not be
registered under the U.S. Securities Act of 1933, as amended (the "U.S.
Securities Act"), and accordingly may not be offered or sold in the United
States absent registration or an applicable exemption from the registration
requirements of the U.S. Securities Act and in accordance with applicable U.S.
state securities laws. The Company does not intend to register any part of the
offering in the United States or to conduct a public offering of securities in
the United States. Any sale in the United States of the securities mentioned in
this announcement will be made solely to "qualified institutional buyers" as
defined in Rule 144A under the U.S. Securities Act.

In any EEA Member State, this communication is only addressed to and is only
directed at qualified investors in that Member State within the meaning of the
EU Prospectus Regulation, i.e., only to investors who can receive the offer
without an approved prospectus in such EEA Member State. The expression "EU
Prospectus Regulation" means Regulation (EU) 2017/1129 of the European
Parliament and of the Council of 14 June 2017 as amended (together with any
applicable implementing measures in any Member State).

In the United Kingdom, this communication is only addressed to and is only
directed at Qualified Investors who (i) are investment professionals falling
within Article 19(5) of the Financial Services and Markets Act 2000 (Financial
Promotion) Order 2005 (as amended) (the "Order") or (ii) are persons falling
within Article 49(2)(a) to (d) of the Order (high net worth companies,
unincorporated associations, etc.) (all such persons together being referred to
as "Relevant Persons"). These materials are directed only at Relevant Persons
and must not be acted on or relied on by persons who are not Relevant Persons.
Any investment or investment activity to which this announcement relates is
available only to Relevant Persons and will be engaged in only with Relevant
Persons. Persons distributing this communication must satisfy themselves that it
is lawful to do so.

Matters discussed in this announcement may constitute forward-looking
statements. Forward-looking statements are statements that are not historical
facts and may be identified by words such as "believe", "expect", "anticipate",
"strategy", "intends", "estimate", "will", "may", "continue", "should" and
similar expressions. The forward-looking statements in this release are based
upon various assumptions, many of which are based, in turn, upon further
assumptions. Although the Company believe that these assumptions were reasonable
when made, these assumptions are inherently subject to significant known and
unknown risks, uncertainties, contingencies and other important factors which
are difficult or impossible to predict, and are beyond its control. Such risks,
uncertainties, contingencies and other important factors could cause actual
events to differ materially from the expectations expressed or implied in this
release by such forward-looking statements. The Company does not make any
guarantee that the assumptions underlying the forward-looking statements in this
announcement are free from errors nor does it accept any responsibility for the
future accuracy of the opinions expressed in this announcement or any obligation
to update or revise the statements in this announcement to reflect subsequent
events. You should not place undue reliance on the forward-looking statements in
this announcement.

The information, opinions and forward-looking statements contained in this
announcement speak only as at its date, and are subject to change without
notice. The Company does not undertake any obligation to review, update,
confirm, or to release publicly any revisions to any forward-looking statements
to reflect events that occur or circumstances that arise in relation to the
content of this announcement.

Neither the Manager nor any of its affiliates makes any representation as to the
accuracy or completeness of this announcement and none of them accepts any
responsibility for the contents of this announcement or any matters referred to
herein.

This announcement is for information purposes only and is not to be relied upon
in substitution for the exercise of independent judgment. It is not intended as
investment advice and under no circumstances is it to be used or considered as
an offer to sell, or a solicitation of an offer to buy any securities or a
recommendation to buy or sell any securities of the Company. Neither the Manager
nor any of its affiliates accepts any liability arising from the use of this
announcement.

The distribution of this announcement and other information may be restricted by
law in certain jurisdictions. Persons into whose possession this announcement or
such other information should come are required to inform themselves about and
to observe any such restrictions.

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